In summary, the policy amounts to the fact that SSPF monitors the companies in which it invests, actively makes use of its voting rights wherever possible and, where necessary, seeks an active dialogue with those companies in order to help bring about improvements in the field of environmental, social and governance policy, and hence better results.
As a ‘last resort’, companies that are not making progress in this field are excluded. A firm may also be excluded if it acts at variance with the law or treaties ratified by the Netherlands: at the present time this concerns specific prohibitions in relation to the manufacture of controversial weapons such as antipersonnel mines or certain cluster bombs. In the event of exclusion SSPF will also not invest in any loans issued by those companies.
In doing so SSPF places the emphasis in its investment policy on the active exercise of shareholders' rights and engagement and takes as its starting point the Global Compact criteria formulated by the United Nations in respect of corporate responsibility. In principle no companies are excluded à priori on the basis of these criteria.
In terms of the execution of the policy on responsible investment, SSPF draws on the recommendations of service providers (Hermes Equity Ownership Services (Hermes EOS) and ISS). The Board has endorsed the Hermes Responsible Ownership Principles. Consideration is given to the Eumedion ‘Best practices for engaged shareholdership’, the Dutch Corporate Governance Code and the Hermes Corporate Governance Principles, but SSPF retains ultimate control with regard to both the determination of policy and its actual implementation, i.e. voting, engagement and any exclusions.
The policy is applied worldwide. Part of the policy is that SSPF does not issue any (public) communications concerning individual companies in which it invests or that have been excluded by it.
Wherever feasible in practice, SSPF seeks to vote in all the companies in which it invests. It does however refrain from exercising its voting rights on shares issued by Royal Dutch Shell (RDS), as the relationship with RDS is more than just a shareholder one. SSPF wishes to avoid any suggestion of a conflict of interests or acting on the basis of other than public information by taking active positions in RDS and any instruments issued by it.
In principle SSPF favours remote voting rather than actual attendance at shareholders' meetings.
SSPF has spread its shareholdings worldwide so broadly that only by way of extreme exception will it have such an interest in any one company that this could provide an independent right to have items placed on the agenda at the meeting of shareholders.
Should SSPF wish to make use of that right in these few exceptional cases, or to do so on the basis of ad hoc collaboration with other shareholders, it will in principle consult the directors of the company in question beforehand, providing them where necessary and possible with a reasonable time in which to respond. If an item is placed on the agenda of a shareholders meeting, SSPF or its authorised proxy will provide an explanation at the meeting.
If so requested by the company in question, SSPF will explain why it abstained or voted against a management proposal.
Borrowing and lending shares in relation to the exercise of voting rights
SSPF does not borrow any shares solely for the purpose of exercising the voting rights attaching to those shares.
Where the case arises SSPF may decide to recall lent out shares before the voting registration date for a meeting of shareholders of a company in which it invests, for example if one or more controversial items are on the agenda for that meeting.
Where there are grounds for doing so, SSPF seeks to enter into dialogue with the managements of companies without seeking publicity (‘silent diplomacy’). In appropriate cases this may involve acting jointly with other institutional investors.
Engagement is generally directed towards inducing the company in question to make improvements in environmental, social and governance policy. An important part of the dialogue with such companies is aimed at the promotion of good corporate governance, such as the organisational structure, composition of the management board and the supervisory board (including the appointment/reappointment of members of both boards), the remuneration policy, the appointment/reappointment of the external auditor and protection of the rights of minority shareholders.
As long as the dialogue is constructive it will be continued. It may nevertheless happen that the dialogue is broken off, and in certain cases this may result in a recommendation to exclude the company in question. This will be decided on by the Board on a case-by-case basis.
SSPF reports on the implementation of the voting and engagement policy in its annual report and also each quarter on the website. The engagements in question and the voting policy are broken down by region, votes cast and topics where SSPF has voted against or abstained. SSPF does not make an exception to report in more detail on Dutch companies.
Impact investing and (external) manager selection
Within the SSPF investment policy there is room for impact investing, i.e. investments assessed not just in terms of the financial return but also on non-financial factors such as their contribution to social and/or environmental goals. This may include sustainability themes in the worldwide thematic equity portfolio or allocations to certain loans in the fixed income portfolio.
In exercising their activities, external managers are required to act in accordance with the ‘Shell General Business Principles’ (SGBP) or comparable principles. The SGBP are in line with the United Nations Principles for Responsible Investment (UNPRI). The selection of external managers is based in part on ESG criteria which, all else being equal, can be decisive.
The Board of SSPF has designated two members from its midst, including the Chairman, as the point of contact for responsible investment. The current issues in this area are discussed with them and it is decided which items are to be placed on the agenda at Board meetings.
SSPF signed the UNPRI in 2008.
SSPF participates directly or indirectly in a number of forums, of which Eumedion and the International Corporate Governance Network (ICGN) are the most important. In addition the Board has taken the initiative for SAMCo to become a member of the Global Real Estate Sustainability Benchmark (GRESB). This benchmark is designed to improve the sustainability performances of real estate companies and funds, in which institutional investors such as SSPF invest.
Evaluation and adjustment of the policy
The responsible investment policy is evaluated annually by the Board, and revised if necessary.